LONG TERM DISABILITY INSURANCE. Citigroup Inc. Certificate Date: January 1, 2014

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1 LONG TERM DISABILITY INSURANCE Citigroup Inc. Certificate Date: January 1, 2014 Certificate Number 7

2 INTRODUCTION We are pleased to present you with a Certificate of Insurance for group disability insurance. This Certificate states your benefits and summarizes some special services available to you at no additional cost. All of us appreciate the financial protection that group benefit plans provide in the event of illness or injury. Group disability insurance is an especially important benefit since it replaces a reasonable portion of your income lost due to a disability. Your Employer recognizes the value of your services and the impact your absence can have on the organization. Therefore your benefit plan has been designed with a goal of rehabilitation and return to work in mind. The plan offers financial incentives for returning to work, while still receiving a benefit. The benefits outlined in this Certificate are the foundation for comprehensive managed disability services. These special services focus on your abilities, versus a disability, and are available to you at no additional cost. They are tailored to meet your individual needs and are designed to help you to return to work as soon as possible. Managed disability services may also coordinate with other benefit programs in which you participate. Your comprehensive disability program includes: Financial Incentives for returning to work. Rehabilitation Program that focuses on vocational rehabilitation, which means identifying the necessary training, therapy, job modifications and accommodations that can help you return to work. Early Assistance Program offering rehabilitation assistance both before and after you file a claim for Long Term Disability Benefits. Social Security Assistance Program to help make the Social Security Insurance application and approval process easier for you. Easy Claim Application Process that may be started simply by calling an "800" claims hotline or sending us a claim form. Initial submission of the claim should be made no later than 12 weeks following your original date of disability or as soon as reasonably possible thereafter. This Certificate is in an easy-to-read format and we urge you to read it carefully. We also recommend you keep it with your other important records for future reference. If you have any questions about the Certificate or the benefits it provides, please contact your Employer. -i-

3 Metropolitan Life Insurance Company 200 Park Avenue, New York, New York CERTIFICATE OF INSURANCE for the Employees of Citigroup Inc. (called the Employer) This is your Certificate of Insurance for Long Term Disability Insurance as long as you are insured under This Plan. The Group Policy and this Certificate may be changed or canceled according to the terms, conditions and provisions of the Group Policy. This Certificate describes the benefits under the Plan in effect as of January 1, Any prior Certificate relating to the coverage set forth herein is void. The Group Policy is delivered in and administered according to the laws of the governing jurisdiction. Whenever a reference to "you" or "your" is made in this Certificate of Insurance, it means the covered Employee. Reference to "we", "us" or "our" means MetLife. Reference to "This Plan" means that part of the Employer's plan of employee benefits that is insured by MetLife. Steven A. Kandarian Chairman of the Board, President and Chief Executive Officer Group Policy No.: G Florida Residents: The benefits of the policy providing your coverage are governed primarily by the law of a state other than Florida. For Maryland residents: The group insurance policy providing coverage under this certificate was issued in a jurisdiction other than Maryland and may not provide all of the benefits required by Maryland law. Form G Cert. -ii-

4 For Texas Residents: Para Residentes de Texas: IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener información o para someter una queja: You may call MetLife s toll free telephone number for information or to make a complaint at Usted puede llamar al numero de teléfono gratis de MetLife para información o para someter una queja al You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at Puede comunicarse con el Departamento de Seguros de Texas para obtener información acerca de compañías, coberturas, derechos o quejas al You may write the Texas Department of Insurance P.O. Box Austin, TX Fax # (512) Web: ConsumerProtection@tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should You have a dispute concerning Your premium or about a claim, You should contact MetLife first. If the dispute is not resolved, You may contact the Texas Department of Insurance. Puede escribir al Departamento de Seguros de Texas P.O. Box Austin, TX Fax # (512) Web: ConsumerProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con MetLife primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). ATTACH THIS NOTICE TO YOUR CERTIFICATE: This notice is for information only and does not become a part or condition of the attached document. UNA ESTE AVISO A SU CERTIFICADO: Este aviso es solo para propósito de información y no se convierte en parte o condición del documento adjunto. -iii-

5 Arkansas residents please be advised of the following: IMPORTANT NOTICE IF YOU HAVE A QUESTION CONCERNING YOUR COVERAGE OR A CLAIM, FIRST CONTACT YOUR GROUP EMPLOYER OR GROUP ACCOUNT ADMINISTRATOR. IF, AFTER DOING SO, YOU STILL HAVE A CONCERN, YOU MAY CALL METLIFE'S TOLL-FREE TELEPHONE NUMBER: IF YOU ARE STILL CONCERNED AFTER CONTACTING BOTH YOUR GROUP EMPLOYER AND METLIFE, YOU SHOULD FEEL FREE TO CONTACT: ARKANSAS INSURANCE DEPARTMENT CONSUMER SERVICES DIVISION 1200 WEST THIRD STREET LITTLE ROCK, ARKANSAS (501) or (800) iv-

6 California residents please be advised of the following: IMPORTANT NOTICE TO OBTAIN ADDITIONAL INFORMATION, OR TO MAKE A COMPLAINT, CONTACT METLIFE AT: METROPOLITAN LIFE INSURANCE COMPANY 200 PARK AVENUE NEW YORK, NY ATTN: CORPORATE CONSUMER RELATIONS DEPARTMENT IF, AFTER CONTACTING METLIFE REGARDING A COMPLAINT, YOU FEEL THAT A SATISFACTORY RESOLUTION HAS NOT BEEN REACHED, YOU MAY FILE A COMPLAINT WITH THE CALIFORNIA INSURANCE DEPARTMENT AT: CALIFORNIA DEPARTMENT OF INSURANCE 300 SOUTH SPRING STREET LOS ANGELES, CA (within California) (outside California) -v-

7 Georgia residents please be advised of the following: IMPORTANT NOTICE The laws of the state of Georgia prohibit insurers from unfairly discriminating against any person based upon his or her status as a victim of family violence. -vi-

8 Idaho residents please be advised of the following: IMPORTANT NOTICES IF YOU HAVE A QUESTION CONCERNING YOUR COVERAGE OR A CLAIM, FIRST CONTACT YOUR GROUP EMPLOYER. IF, AFTER DOING SO, YOU STILL HAVE A CONCERN, YOU MAY CALL METLIFE'S TOLL-FREE TELEPHONE NUMBER: IF YOU ARE STILL CONCERNED AFTER CONTACTING BOTH YOUR GROUP EMPLOYER AND METLIFE, YOU SHOULD FEEL FREE TO CONTACT: IDAHO DEPARTMENT OF INSURANCE CONSUMER AFFAIRS 700 WEST STATE STREET, 3 RD FLOOR PO BOX BOISE, IDAHO OR -vii-

9 NOTICE FOR RESIDENTS OF MASSACHUSETTS RESIDENTS CONTINUATION OF DISABILITY INCOME INSURANCE If your disability income insurance ends due to a Plant Closing or Covered Partial Closing, your coverage will continue for a 90 day period after the date it ends. If your disability income insurance ends because: you cease to be in an eligible class; or your employment terminates; for any reason other than a Plant Closing or Covered Partial Closing, such insurance will continue for 31 days after the date it ends. Continuation of your disability income insurance under the TERMINATION OF COVERAGE subsection will end before the end of continuation periods shown above if you become covered for similar benefits under another plan. Plant Closing and Covered Partial Closing have the meaning set forth in Massachusetts Annotated Laws, Chapter 151A, Section 71A. -viii-

10 Notice of Protection Provided by Utah Life and Health Insurance Guaranty Association This notice provides a brief summary of the Utah Life and Health Insurance Guaranty Association ("the Association") and the protection it provides for policyholders. This safety net was created under Utah law, which determines who and what is covered and the amounts of coverage. The Association was established to provide protection in the unlikely event that your life, health, or annuity insurance company becomes financially unable to meet its obligations and is taken over by its insurance regulatory agency. If this should happen, the Association will typically arrange to continue coverage and pay claims, in accordance with Utah law, with funding from assessments paid by other insurance companies. The basic protections provided by the Association are: Life Insurance o $500,000 in death benefits o $200,000 in cash surrender or withdrawal values Health Insurance o $500,000 in hospital, medical and surgical insurance benefits o $500,000 in long-term care insurance benefits o $500,000 in disability income insurance benefits o $500,000 in other types of health insurance benefits Annuities o $250,000 in withdrawal and cash values The maximum amount of protection for each individual, regardless of the number of policies or contracts, is $500,000. Special rules may apply with regard to hospital, medical and surgical insurance benefits. Note: Certain policies and contracts may not be covered or fully covered. For example, coverage does not extend to any portion of a policy or contract that the insurer does not guarantee, such as certain investment additions to the account value of a variable life insurance policy or a variable annuity contract. Coverage is conditioned on residency in this state and there are substantial limitations and exclusions. For a complete description of coverage, consult Utah Code, Title 3 la, Chapter 28. Insurance companies and agents are prohibited by Utah law to use the existence of the Association or its coverage to encourage you to purchase insurance. When selecting an insurance company, you should not rely on Association coverage. If there is any inconsistency between Utah law and this notice, Utah law will control. To learn more about the above protections, as well as protections relating to group contracts or retirement plans, please visit the Association's website at or contact: Utah Life and Health Insurance Guaranty Assoc. Utah Insurance Department 60 East South Temple, Suite State Office Building Salt Lake City UT Salt Lake City UT (801) (801) A written complaint about misuse of this Notice or the improper use of the existence of the Association may be filed with the Utah Insurance Department at the above address. GTY-NOTICE-UT ix-

11 Virginia residents please be advised of the following: IMPORTANT INFORMATION REGARDING YOUR INSURANCE In the event you need to contact someone about this insurance for any reason please contact your agent. If no agent was involved in the sale of this insurance, or if you have additional questions you may contact the insurance company issuing this insurance at the following address and telephone number: Metropolitan Life Insurance Company 200 Park Avenue New York, New York Attn: Corporate Consumer Relations Department To phone in a claim related question, you may call Claims Customer Service at: If you have been unable to contact or obtain satisfaction from the company or the agent, you may contact the Virginia State Corporation Commission s Bureau of Insurance at: The Office of the Managed Care Ombudsman Bureau of Insurance P.O. Box 1157 Richmond, VA toll-free locally - web address ombudsman@scc.virginia.gov - -x-

12 Wisconsin residents please be advised of the following: KEEP THIS NOTICE WITH YOUR INSURANCE PAPERS PROBLEMS WITH YOUR INSURANCE? - If you are having problems with your insurance company or agent, do not hesitate to contact the insurance company or agent to resolve your problem. Metropolitan Life Insurance Company Attn: Corporate Consumer Relations Department 200 Park Avenue New York, NY You can also contact the OFFICE OF THE COMMISSIONER OF INSURANCE, a state agency which enforces Wisconsin s insurance laws, and file a complaint. You can contact the OFFICE OF THE COMMISSIONER OF INSURANCE by contacting: Office of the Commissioner of Insurance Complaints Department P.O. Box 7873 Madison, WI outside of Madison or in Madison. -xi-

13 TABLE OF CONTENTS Section Page INTRODUCTION... i CERTIFICATE OF INSURANCE... ii PLAN HIGHLIGHTS... 1 Employee Eligibility... 1 Long Term Disability Benefits... 2 Limitations... 3 Contributions... 3 Benefits Checklist... 3 EMPLOYEE ELIGIBILITY... 4 LONG TERM DISABILITY BENEFITS... 6 Monthly Benefit... 6 Reduction of Benefits - Other Income Benefits Supplemental Benefits Survivors Benefit Conversion Privilege Temporary Recovery Concurrent Disability Limitations Limitation for Pre-existing Conditions Limitation for Disabilities Due to Particular Conditions Limitation for Disabilities Due to Mental or Nervous Disorders or Diseases Limitation for Alcohol, Drug or Substance Abuse or Dependency Exclusions TERMINATION OF COVERAGE EXTENSION OF BENEFITS CLAIMS xii-

14 PLAN HIGHLIGHTS This Plan Highlights section is a summary of your Long Term Disability Benefits and provisions. See the rest of your Certificate for more information. It is important to read the rest of your Certificate. It describes your benefits as well as any exclusions and limitations that apply to these benefits. Please read it carefully. You should talk with your Employer if you have any questions. You will notice that some of the terms used in your Certificate begin with capital letters. These terms have special meanings. They are explained in this Certificate. EMPLOYEE ELIGIBILITY Eligible Employee: a person who is employed on a full-time or part-time basis and paid for services by the Employer: 1. scheduled to work at least 20 hours each week; 2. at the Employer's location; and: a. is paid via the electronic payroll system approved by the Employer if not located in Puerto Rico; or b. is located in Puerto Rico, regardless of payroll system. Class I: All Eligible Employees earning $50, or less. Class II: All Eligible Employees earning at least $50,001.00, up to and including $149, Class III: All Eligible Employees earning $150,000.00, up to and including $500, Employer includes Citigroup Inc. and each subsidiary, affiliate, division or branch that is listed in Exhibit 3 of this Group Policy. Eligibility Waiting Period: Active Employees on and after January 1, 2014: None Eligibility Date: January 1, 2014 or the date you become an Eligible Employee, whichever is later. 1

15 LONG TERM DISABILITY BENEFITS Monthly Benefit: 60% of the first $500,000 of your Predisability Earnings, reduced by Other Income Benefits. Other Income Benefits are described in Section B. of Long Term Disability Benefits. Maximum Monthly Benefit: $25,000 Minimum Monthly Benefit: 10% of the Monthly Benefit before reductions for Other Income Benefits or $100, whichever is greater. The Minimum Monthly Benefit will not apply if you are in an Overpayment situation or are receiving income from employment. Elimination Period: 13 weeks of receiving continuous disability benefit payments under the Employer s Short-Term Disability Benefit program. Maximum Benefit Duration: The duration shown below: Age on Date Disability Starts Less than and over Maximum Benefit Duration To age months 48 months 42 months 36 months 30 months 24 months 21 months 18 months 15 months 12 months Work Incentive: Work while Disabled: No offset for employment earnings during the first 12 months after you have satisfied your Elimination Period. However, your Monthly Benefit may be reduced if the total income you are receiving exceeds 80% of your Predisability Earnings or Indexed Predisability Earnings. Survivors Benefit: A lump sum equal to 6 times the Monthly Benefit before reductions for Other Income Benefits. Conversion Privilege: If your coverage under This Plan terminates (not related to retirement, as defined by the Employer), you may be eligible to convert to a long term disability conversion plan. 2

16 LIMITATIONS Limitation for Pre-existing Conditions: Coverage for Pre-existing Conditions begins 12 months after your Effective Date of coverage. Limitation For Disabilities Due to Particular Conditions Limitation for Disability due to Mental or Nervous Disorders or Diseases: Coverage for 24 Monthly Benefits in your lifetime, or the Maximum Benefit Duration, whichever is less. Benefits may continue beyond 24 months as described in the Limitation for Disability due to Mental or Nervous Disorders or Diseases provision, subject to certain requirements. Limitation for Drug, Alcohol or Substance Abuse or Dependency: One period of Disability in your lifetime for up to: 24 Monthly Benefits; your successful completion of an approved rehabilitative program; your ceasing or refusing to participate in a rehabilitative program; or the Maximum Benefit Duration; whichever is less. CONTRIBUTIONS If you are in Class I, your Long Term Disability Benefits are paid for by your Employer. If you are in Class II or III your Long Term Disability Benefits are paid for by you. BENEFITS CHECKLIST In order to receive benefits under This Plan, you must provide to us at your expense, and subject to our satisfaction, all of the following documents. These are explained in this Certificate. Initial submission of these documents should be made no later than the 12th week following your original date of disability. Proof of Disability. Evidence of continuing Disability. Proof that you are under the Appropriate Care and Treatment of a Doctor throughout your Disability. Information about Other Income Benefits. Any other material information related to your Disability which may be requested by us. Form G A 3

17 EMPLOYEE ELIGIBILITY Active Employee You are an Active Employee if you: 1. are an Eligible Employee working for the Employer doing all the material duties of your occupation at (i) your usual place of business; or (ii) some other location that your Employer's business requires you to be; and 2. are not a temporary or seasonal employee. You will be deemed an Active Employee if: 1. you meet the above conditions; and 2. you are absent from work solely due to vacation days, holidays, scheduled days off, or approved leaves of absence not due to Disability. Effective Date of Coverage If you are a member of Class I: You will be covered on the later of the following dates: 1. your Eligibility Date as described in Plan Highlights; or 2. the date you meet the Active Employee requirements. If you are a member of Class II or III: You may participate in the benefit plan which your Employer has established. Under such plan, there are rules regarding the time frames during which you may make a request to be covered under this certificate with respect to benefits that are paid for by you. Your Employer can provide you with more information regarding the benefits plan. 1. If you were hired as a Class I employee, and due to an increase in your Predisability Earnings, you become a Class II or III, you will be automatically enrolled for coverage for the next calendar year as a Class II or III Employee. Provided that you do not decline coverage, your coverage will be effective on January 1 of the next calendar year. 2. If you were hired as a Class II or III employee, you will be automatically enrolled for coverage. Provided that you do not decline coverage, you will be covered on the later of the following dates: a. your Eligibility Date as described in Plan Highlights; or b. the date you meet the Active Employee requirements. If you do not wish to be enrolled, you must make a written request to the Employer declining coverage within 90 days of the Effective Date of Coverage in the manner specified by the Employer. If you previously declined coverage, and subsequently have a Qualifying Event, you may, within thirty-one days of that Qualifying Event, make a request to become covered for benefits that are paid for by you under this certificate. You will become covered on the first day of the month following the date of your request. "Qualifying Event" means a change in your family status due to one or more of the following events: 1. marriage, including entering into a civil union partnership or a Domestic Partnership; 2. birth, adoption or placement for adoption of a dependent child; 3. divorce, legal separation or annulment; 4. death of a dependent. 4

18 If you previously declined coverage, and you make a subsequent request, unrelated to a Qualifying Event, to be covered under this certificate, Evidence of Good Health must be given to us. "Evidence of Good Health" is a statement providing your medical history. We will use this statement to determine your insurability under this certificate. This statement must be provided to us at your expense. If, during an annual enrollment period, subsequent to your initial eligibility period (new hire or after an increase in your Predisability Earnings that moves you to Class II or III), you make a request to become covered for benefits that are paid for by you under this certificate, Evidence of Good Health must be given to us. If we determine your insurability under this certificate, you will become covered on the later of the following: a. the first day of the calendar year following the annual enrollment period; or b. the date we state in writing. Continuity of Coverage upon Replacement of Plans In order to prevent a loss of coverage because of a transfer of insurance carriers, this certificate will provide coverage for you if: 1. you were covered under the prior carrier s plan for long term disability income benefits that are replaced by the Long Term Disability Benefits provided under this certificate at the time of transfer, and 2. you are an Eligible Employee and you are not an Active Employee. Coverage will only be provided if the required payment toward the cost of your coverage is made to us. The benefit payable will be that which would have been paid by the prior carrier had coverage remained in force, less any benefit for which the prior carrier is liable. Changes in Amount of Monthly Benefit The amount of your Monthly Benefit may change as a result of a change in your earnings or class. The new Monthly Benefit amount: 1. will take effect on the January 1st following the change; and 2. will apply only to Disabilities commencing thereafter. However, if you are not an Active Employee on the above date, the new Monthly Benefit amount will take effect on the date you are again an Active Employee. Form G B-CTG-2 5

19 LONG TERM DISABILITY BENEFITS A. Monthly Benefit You will be paid a Monthly Benefit, in accord with Plan Highlights, if we determine that: 1. you are Disabled; and 2. you became Disabled while covered under This Plan. Benefits will begin to accrue on the date following the day you complete your Elimination Period. Payment of the Monthly Benefit will start at the end of the month after completion of the Elimination Period. Subsequent payments will be made each month thereafter. Payment is based on the number of days you are Disabled during each one month period. Contributions are not required for the time that Monthly Benefits are payable. After we determine that you are Disabled, your Monthly Benefits will not be affected by: 1. termination of This Plan; 2. termination of your coverage; or 3. any plan change that is effective after the date you became Disabled. When Benefits End Monthly Benefits will end on the earliest of the following dates: 1. the end of the Maximum Benefit Duration; 2. the end of the period specified in the Limitation for Disabilities Due to Particular Conditions; 3. the date you are no longer Disabled; 4. the date you fail to provide us with any of the information listed in Plan Highlights under Benefits Checklist; 5. the day you die; 6. the date you fail to attend a medical examination requested by us as described in Medical Examination. If you are a member of Class I, your Monthly Benefits will end on the date you cease or refuse to participate in a Rehabilitation Program approved by your Doctor as described in Work Incentive. Elimination Period Your Elimination Period begins on the day you become Disabled. It is a period of time during which no benefits are payable. Your Elimination Period is shown in Plan Highlights. You must be under the continuous care of a Doctor during your Elimination Period. You may temporarily recover from your Disability during your Elimination Period. If you then become Disabled again due to the same or related condition, you may not have to begin a new Elimination Period. 6

20 Temporary Recovery During Your Elimination Period If you return to work for 30 days or less either full-time or part-time during your Elimination Period, those days will count towards your Elimination Period. The Elimination Period will be extended by the amount of time you have returned to active work. However, if you return to work for more than 30 days before satisfying your Elimination Period, you will have to begin a new Elimination Period. Temporary Recovery means you cease to be Disabled. During a period of Temporary Recovery you will not qualify for any change in coverage caused by a change in any of the following: 1. the rate of earnings used to determine your Predisability Earnings; or 2. the terms, provisions, or conditions shown in your Certificate of Insurance. Definition of Disability If you are a member of Class I, "Disabled" or "Disability" means that, due to sickness, pregnancy or accidental injury, you are receiving Appropriate Care and Treatment from a Doctor on a continuing basis; and 1. During the Elimination Period you are Totally Disabled; "Totally Disabled" or "Total Disability" means that, due to sickness, pregnancy or accidental injury, you are receiving Appropriate Care and Treatment from a Doctor on a continuing basis, and during your Elimination Period, you are unable to perform your Own Occupation for any employer in your Local Economy. 2. after your Elimination Period and during the next 24 month period, you are unable to earn more than 80% of your Predisability Earnings at your Own Occupation for any employer in your Local Economy; or 3. after the 24 months period, you are unable to earn more than 60% of your Predisability Earnings from any employer in your Local Economy at any gainful occupation for which you are reasonable qualified taking into account your training, education, experience and Predisability Earnings. If you are a member of Class II, "Disabled" or "Disability" means that, due to sickness, pregnancy or accidental injury, you are receiving Appropriate Care and Treatment from a Doctor on a continuing basis; and 1. During the Elimination Period you are Totally Disabled; 2. after your Elimination Period and during the next 60 month period, you are unable to earn more than 80% of your Predisability Earnings at your Own Occupation for any employer in your Local Economy; or 3. after the 60 month period, you are unable to earn more than 60% of your Predisability Earnings from any employer in your Local Economy at any gainful occupation for which you are reasonable qualified taking into account your training, education, experience and Predisability Earnings. 7

21 If you are a member of Class III, "Disabled" or "Disability" means that, due to sickness, pregnancy or accidental injury, you are receiving Appropriate Care and Treatment from a Doctor on a continuing basis and 1. During the Elimination Period you are Totally Disabled; 2. after your Elimination Period, you are unable to earn more than 80% of your Predisability Earnings at your Own Occupation from any employer in your Local Economy. Your loss of earnings must be a direct result of your sickness, pregnancy or accidental injury. Economic factors such as, but not limited to, recession, job obsolescence, pay cuts and job-sharing will not be considered in determining whether you meet the loss of earnings test. For an employee whose occupation requires a license, "loss of license" for any reason does not, in itself, constitute Disability. "Appropriate Care and Treatment" means medical care and treatment that meet all of the following: 1. it is received from a Doctor whose medical training and clinical experience are suitable for treating your Disability; 2. it is necessary to meet your basic health needs and is of demonstrable medical value; 3. it is consistent in type, frequency and duration of treatment with relevant guidelines of national medical, research and health care coverage organizations and governmental agencies; 4. it is consistent with the diagnosis of your condition; and 5. its purpose is maximizing your medical improvement. "Doctor" means a person who: (i) is legally licensed to practice medicine; and (ii) is not related to you. A licensed medical practitioner will be considered a Doctor: 1. if applicable state law requires that such practitioners be recognized for the purposes of certification of disability; and 2. the care and treatment provided by the practitioner is within the scope of his or her license. "Own Occupation" means the activity that you regularly perform and that serves as your source of income. It is not limited to the specific position you held with your Employer. It may be a similar activity that could be performed with your Employer or any other employer. "Local Economy" means the geographic area surrounding your place of residence which offers reasonable employment opportunities. It is an area within which it would not be unreasonable for you to travel to secure employment. If you move from the place you resided on the date you became Disabled, we may look at both that former place of residence and your current place of residence to determine local economy. 8

22 Work Incentive While you are Disabled and Monthly Benefits are being paid to you, you are encouraged to work or participate in a Rehabilitation Program. If you are a member of Class I, your Monthly Benefit will end on the date you cease or refuse to participate in a Rehabilitation Program approved by your Doctor. When you work while Disabled, you will receive the sum of the following amounts: 1. your Monthly Benefit; and 2. the amount of your earnings for working while Disabled. During the 12 month period following your Elimination Period, your Monthly Benefit will be reduced if the total amount you receive from the above sources and Other Income Benefits exceeds 100% of your Predisability Earnings. Your Monthly Benefit will be reduced by that portion of the amount you receive which exceeds 100% of your Predisability Earnings. After the 12 month period described above, your Monthly Benefit will be reduced by 50% of your earnings from working while Disabled. Your Monthly Benefit will be further reduced if the total amount you receive from the above sources and Other Income Benefits exceeds 80% of your Predisability Earnings. Your Monthly Benefit will be reduced by that portion of the amount you receive which exceeds 80% of your Predisability Earnings. If your Monthly Benefit is reduced as a result of your receiving earnings from any work or service while Disabled, the Minimum Monthly Benefit will not apply. "Rehabilitation Program" means: 1. a return to active employment by you on either a part-time or full-time basis in an attempt to enable you to resume gainful employment or service in an occupation for which you are reasonably qualified taking into account your training, education, experience and past earnings; or 2. participating in vocational training or physical therapy. This must be deemed by one of our rehabilitation coordinators to be appropriate. Predisability Earnings "Predisability Earnings" means your benefits eligible pay as determined by your Employer, as of the day prior to the date your Disability begins. Benefits eligible pay is updated each January 1 st, and is calculated on a yearly basis as of June 30 th of the prior calendar year. Benefits eligible pay will include: 1. annual base salary as of June 30 th of the prior year; and 2. commissions paid during the calendar year preceding the prior year; and 3. bonuses paid (excluding any annual discretionary incentive/retention award) during the calendar year preceding the prior year; 4. annual discretionary awards dated in the calendar year that precedes the prior year for the prior calendar year s performance; 5. guaranteed bonus effective in the prior calendar year; and 9

23 6. any short term disability benefit paid to commission-only employees in the calendar year that precedes the prior year, and as determined by the Employer for subsequent years. If you are hired or re-hired on or after June 30th of the prior year, your Predisability Earnings is your annual base pay as of your date of hire or re-hire. If you are a Financial Advisor, your Predisability Earnings is deemed to be $60,000 in your first year of employment. If you earned more than $60,000 at a previous employer in the prior year, and want your insurance coverage to represent your prior earnings, you must provide a copy of your previous year s Internal Revenue Service Form W-2 Wage and Tax Statement to your Employer within 30 days after your date of hire. Predisability Earnings do not include: 1. overtime pay; 2. your Employer's contributions on your behalf to any deferred compensation arrangement or pension plan; or 3. any other compensation. B. Reduction of Benefits - Other Income Benefits Your Monthly Benefit is reduced by Other Income Benefits shown below. The Monthly Benefit payable to you: 1. will not be less than the amount shown in Plan Highlights under Minimum Monthly Benefit (except in the case of an Overpayment or while receiving work earnings); 2. will not be further reduced due to cost-of-living increases payable under Other Income Benefits after the correct reduction has been determined; 3. will not be reduced by any reasonable attorney fees included in any award or settlement; and 4. will not be reduced by any sources other than those shown below. If you receive Other Income Benefits in a lump sum instead of in monthly payments, you must provide to us satisfactory proof of the breakdown of: (i) the amount attributable to lost income; and (ii) the time period for which the lump sum is applicable. If you do not provide this information to us, we may reduce your Monthly Benefit by an amount equal to the Monthly Benefit otherwise payable. We will reduce the Monthly Benefit each month until the lump sum has been exhausted. However, if we are given proof of the time period and amount attributable to lost income, we will make a retroactive adjustment. List of Sources of Other Income Benefits 1. Federal Social Security Act, Railroad Retirement Act, Canada Pension Plan, or any provincial pension or disability plan, or the Canada Old Age Security Act a. benefits that you receive because of your disability or retirement will be counted; and b. benefits available with respect to your spouse and dependents (regardless of marital status or their place of residence) because of your disability or retirement will be counted. If you are divorced or legally separated, benefits paid directly to your dependents and not taken into constructive receipt by you will not be counted. 10

24 Estimating Social Security Benefits We reserve the right to reduce your Monthly Benefit by estimating the Social Security disability benefits you may be eligible to receive. Your Monthly Benefit will not be reduced by estimated Social Security disability benefits during the first 24 months of Monthly Benefit payments if, prior to the end of the 6 month period following the date you became disabled: 1. you provide proof that you have applied for Social Security disability benefits; 2. you have signed the Reimbursement Agreement which confirms that you will repay all Overpayments; and 3. you have signed the form authorizing the Social Security Administration to release information on awards directly to us. If you have not received approval or final denial of your claim from the Social Security Administration by the end of this 24 month period, we will begin reducing your Monthly Benefit by an estimate of Social Security disability benefits. For purposes of this section, final denial of your claim means that you have received a Notice of Denial of Benefits from an Administrative Law Judge. In any case, when you do receive approval or final denial of your claim from the Social Security Administration: 1. your Monthly Benefit will be adjusted; and 2. you must promptly refund to us an amount equal to all Overpayments. If you do not promptly make such a refund to us, we may, at our option, reduce or offset against any future benefits payable to you, including the Minimum Benefit. 2. Group Insurance Policies Group insurance policies will be counted if the Employer contributes towards them or makes payroll deduction for any of the following: a. other group health insurance policies will be counted to the extent that they provide benefits for loss of time from work due to disability; and b. a group life policy that provides installment payments for permanent total disability will be counted. 3. Work Earnings will not be used to reduce your Monthly Benefit except as described in Work Incentive. 4. Employer's Retirement Plan Benefits for disability and/or retirement that you receive under the Employer's retirement plan will be counted to the extent they are attributable to the Employer's contributions. Benefits under the Employer's retirement plan that are payable for disability is money which: a. is payable under a retirement plan due to a disability as defined in that plan; and b. does not reduce the amount of money which would have been paid as retirement benefits at the normal retirement age under the plan if the disability had not occurred. (If the 11

25 payment does cause such a reduction it will be deemed a retirement benefit as defined below.) Benefits under the Employer's retirement plan that are payable upon retirement is money which: a. is payable under the Employer's retirement plan either in a lump sum or in the form of periodic payments; b. is payable upon: i. the later of age 62 or normal retirement age as defined in the retirement plan; ii. iii. early retirement age as defined in the retirement plan. (You must have voluntarily elected to receive payments prior to your normal retirement age); or disability as defined in the retirement plan. (You must have voluntarily elected to receive payment prior to your normal retirement age and such payment does reduce the amount of money which would have been paid at the normal retirement age under the plan if the disability had not occurred); and NOTE: You will be considered to have voluntarily elected to receive payments if you file an application for benefits with the Retirement Plan and request the start of payments prior to your normal retirement age. c. does not represent contributions made by you. Payments which represent your contributions are deemed to be received over your expected remaining life regardless of when such payments are actually received. The Employer's Retirement Plan is a plan which provides retirement benefits to Employees and which is not funded wholly by Employee contributions. The term shall not include the following, regardless of the source of contributions: a. profit sharing plans; b. thrift or savings plans; c. non-qualified plans of deferred compensation; d. plans under IRC Section 401(k) or 457; e. individual retirement accounts (IRA); f. tax sheltered annuities (TSA) under IRC Section 403(b); g. stock ownership plans; or h. Keogh (HR-10) plans. 5. No-fault Auto Laws Only the basic reparations portion for loss of income of a law providing for payments without determining fault in connection with automobile accidents will be counted. Supplemental disability benefits you buy under a no-fault auto law will not be counted. 12

26 6. Other Programs or Plans including: a. a compulsory benefit program of any government which provides payment for loss of time from your job because of your disability will be counted; b. any other group disability income plan, fund, or other arrangement, no matter what called, if the Employer contributes toward it or makes payroll deductions for it, will be counted; or c. any sick pay or other salary continuation, other than vacation pay, paid to you by the Employer will be counted. 7. Workers' Compensation or a Similar Law Periodic benefits and substitutes and exchanges for periodic benefits will be counted. 8. Occupational Disease Laws 9. Maritime Maintenance & Cure 10. Third Party Recovery The amount of recovery you receive for loss of income as a result of claims against a third party by judgment, settlement or otherwise. 11. Unemployment Insurance Law or Program Exceptions to Other Income Benefits Other Income Benefits will not include: 1. group credit or mortgage disability insurance benefits; or 2. early retirement benefits not taken into constructive receipt; or 3. individual insurance policies. C. Supplemental Benefits Survivors Benefit If you die while you are receiving benefit payments under This Plan, your spouse or children under age 26 may be eligible for a lump sum Survivors Benefit. The amount of the Survivors Benefit is equal to 6 times the Monthly Benefit before reductions for Other Income Benefits. The amount of Survivors Benefit payable is reduced by any Overpayment which we are entitled to recover. We will pay the Survivors Benefit to your Eligible Survivor, if the following conditions are met: 1. you have completed your Elimination Period; 2. you are eligible to receive a Monthly Benefit at the time of death; 3. you have an Eligible Survivor; and 13

27 4. proof of your death is provided to us. An Eligible Survivor is one of the following: 1. your surviving spouse, civil union partner or Domestic Partner; or 2. if there is no surviving spouse, your children or your spouse's children under age 26. The term children also includes adopted children and children placed for adoption until legal adoption. Payment will be divided into equal shares among the eligible children. "Domestic Partner" means each of two people, one of whom is an Employee of the Employer who represent themselves publicly as each other's domestic partner and have: 1. registered as domestic partners or members of a civil union with a government agency or office where such registration is available; or 2. submitted a domestic partner declaration to the Employer. The domestic partner declaration must be signed by both parties, and establish that: 1. each person is 18 years of age or older; 2. neither person is married; 3. neither person has had another domestic partner within 6 months prior to the date of the declaration; 4. they have shared the same residence for at least 6 months prior to the date of the declaration; 5. they are not related by blood in a manner that would bar their marriage in the jurisdiction in which they reside; 6. they have an exclusive mutual commitment to share the responsibility for each other's welfare and financial obligations which commitment existed for at least 6 months prior to the date of the declaration, and such commitment is expected to last indefinitely; and 7. 2 or more of the following exist as evidence of joint responsibility for basic financial obligations to be submitted to Employer upon request: a. a joint mortgage or lease; and b. designation of the Domestic Partner as beneficiary for life insurance or retirement benefits; joint wills or designation of the Domestic Partner as executor and/or primary beneficiary; and c. designation of the Domestic Partner as durable power of attorney or health care proxy; and d. ownership of a joint bank account, joint credit cards; and e. other evidence of economic interdependence. We will pay a Survivors Benefit to your Eligible Survivor on the date one month after the last Monthly Benefit payment was made before your death. However, if there is no Eligible Survivor on the date payment is due to be paid, no payment will be made. Payment to a minor child may be made to an adult who submits proof satisfactory to us that he/she has assumed custody and support of the child. 14

28 Conversion Privilege You may be eligible to convert to a long term disability conversion plan when your employment ends. This plan only provides coverage for long term disabilities. Evidence of Good Health will not be required. However, you must meet the following conditions: 1. you must have been covered under this Conversion Privilege, or a similar Conversion Privilege under a plan that This Plan replaced, for at least 12 months prior to the date your employment ends; 2. your coverage under This Plan must end as a result of termination of your employment with the Employer, other than as a result of retirement; and 3. you apply in writing and pay the first premium for the long term disability conversion plan within 31 days after your coverage under This Plan ends. The maximum amount you may convert is $3,000. This Conversion Privilege is not available to you if: 1. your coverage under This Plan ends for any of the following reasons: a. This Plan ends; b. This Plan is amended to exclude the class of Employees to which you belong; c. you no longer belong to a class of Employees eligible for coverage under This Plan; d. you retire; or e. you do not make a payment which is required by the Employer to the cost of This Plan. 2. you are Disabled under the terms of This Plan; or 3. you become covered under any other long term disability plan within 31 days after your coverage under This Plan ends. The conversion coverage will become effective on the day after your coverage under This Plan ends. The format, benefits provided, premium, and other terms of the conversion coverage may differ from those provided under This Plan. We reserve the right to have the conversion coverage issued by another insurance company. D. Temporary Recovery Once benefits become payable under This Plan, you may Temporarily Recover from your Disability. If you become Disabled again due to the same or related condition, you may not have to begin a new Elimination Period. Once you have satisfied your Elimination Period, a period of Temporary Recovery is your return to work for less than 6 months for each period of Temporary Recovery. During the Temporary Recovery you will not qualify for any change in coverage caused by a change in any of the following: 1. the rate of earnings used to determine your Predisability Earnings; or 2. the terms, provisions, or conditions shown in your Certificate of Insurance. 15

29 If your recovery lasts longer than the Temporary Recovery period allowed, when you become Disabled again you will have to begin a new Elimination Period. E. Concurrent Disability If a new Disability occurs while Monthly Benefits are payable, it will be treated as part of the same period of Disability. Monthly Benefits will continue while you remain Disabled. They will be subject to both of the following: 1. the Maximum Benefit Duration; and 2. Limitations and Exclusions that apply to the new cause of Disability. F. Limitations Limitation for Pre-existing Conditions You may be Disabled due to a Pre-existing Condition. No benefits are payable under This Plan in connection with that Disability unless your Elimination Period starts after you have been an Active Employee under This Plan for 12 consecutive months. A Pre-existing Condition is an injury, sickness, or pregnancy for which you in the 3 months before the Effective Date of your coverage: 1. received medical treatment, consultation, care, or services; 2. took prescription medications or had medications prescribed; or 3. had symptoms or conditions which would cause a reasonably prudent person to seek diagnosis, care, or treatment. If you cannot satisfy the above limitation and you were covered under the plan that This Plan replaced at the time of transfer, benefits may be payable under This Plan. We will give consideration towards the continuous time you were covered under the prior plan and This Plan. If you then satisfy the above limitation, the maximum Monthly Benefit payable under This Plan will not exceed the lesser of: (i) the Maximum Benefit under This Plan; and (ii) the maximum benefit under the prior plan. Limitation For Disabilities Due to Particular Conditions Limitation for Disability due to Mental or Nervous Disorders or Diseases Monthly Benefits are limited to 24 months during your lifetime if you are Disabled due to a Mental or Nervous Disorder or Disease, unless the Disability results from: 1. schizophrenia; 2. bipolar disorder; 3. dementia; or 4. organic brain disease. "Mental or Nervous Disorder or Disease" means a medical condition of sufficient severity to meet the diagnostic criteria established in the current Diagnostic And Statistical Manual Of Mental Disorders. You must be receiving Appropriate Care and Treatment for your condition by a mental health Doctor. 16

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